Moneta Gold Inc. (TSX:ME) executed the non-binding letter of intent to acquire Nighthawk Gold Corp. (TSX:NHK) from O3 Mining Inc., The K2 Principal Fund L.P., a fund managed by K2 & Associates Investment Management Inc. and others on November 1, 2023. Moneta Gold Inc. entered into an arrangement agreement to acquire Nighthawk Gold Corp. from O3 Mining Inc., The K2 Principal Fund L.P., a fund managed by K2 & Associates Investment Management Inc. and others for CAD 52.4 million on November 28, 2023. Pursuant to the terms of the arrangement agreement, Nighthawk shareholders will receive 0.42 Moneta Shares (on a pre-Moneta Consolidation basis) for each Nighthawk Share held. Existing Nighthawk and Moneta shareholders will own approximately 34% and 66%, respectively, of the resulting company. Moneta will consolidate its shares on the basis of one post-consolidation Moneta Share for every two pre-consolidation Moneta Shares. The agreement include a reciprocal CAD 4.5 million termination fee and an expense reimbursement payable under certain circumstances. The Board of Directors of resulting company will consist of seven directors, comprised of four nominees from Moneta and three nominees from Nighthawk. The key senior management team and directors will include: Josef Vejvoda ? Non-executive Chairman of the Board, Keyvan Salehi ? President, Chief Executive Officer and Director, Josef Vejvoda - Non-executive Chairman of the Moneta, Morris Prychidny, Blair Zaritsky, Edie Hofmeister, Rodney A. Cooper and Krista Muhr.

The transaction is subject to approval by Nighthawk and Moneta shareholders, court approvals, applicable regulatory approvals including TSX approval and the completion of the private placement. The Arrangement Agreement has been unanimously approved by the Board of Directors of each of the company. As of December 19, 2023, Nighthawk Gold closed CAD 13 million bought deal equity financing. The transaction is expected to close in first quarter of 2024. As of January 29, 2024, all applicable resolutions in connection with the proposed plan of arrangement involving Nighthawk and Moneta pursuant to which Moneta will acquire all of the issued and outstanding common shares of Nighthawk were approved at the special meeting of shareholders of Moneta and the special meeting of shareholders of Nighthawk. Moneta and Nighthawk expect that the closing date of the Arrangement will occur on or about February 6, 2024. As of January 30, 2024, the Ontario Superior Court of Justice granted a final order in respect of the proposed arrangement.

Maxit Capital LP and Evans & Evans, Inc. are financial advisors and fairness opinion providers to Moneta Gold. McCarthy Tetrault LLP is acting as Moneta?s legal counsel. The Board of Directors of Nighthawk has received an opinion from Laurentian Bank Securities Inc. SCP Resource Finance LP and Laurentian Bank Securities Inc. are acting as financial advisors to Nighthawk. Alexander Pizale, Stefan Politano, Tera Li Parizeau, Lara Jackson and Robert Lysy of Cassels Brock & Blackwell LLP is acting as Nighthawk?s legal counsel. Computershare Investor Services Inc. acted as Moneta?s transfer agent and depositary. Nighthawk?s transfer agent and registrar is TSX Trust Company.

Moneta Gold Inc. (TSX:ME) completed the acquisition of Nighthawk Gold Corp. (TSX:NHK) from O3 Mining Inc., The K2 Principal Fund L.P., a fund managed by K2 & Associates Investment Management Inc. and others on February 6, 2024. In connection with the transaction, Moneta Gold Inc. changed its name to ?STLLR Gold Inc.? As a result of the arrangement, Nighthawk has become a wholly-owned subsidiary of STLLR Gold and the Nighthawk Shares are anticipated to be delisted from the Toronto Stock Exchange at market close on or about February 8, 2024. STLLR Gold will be led by Keyvan Salehi, as President, CEO and Director. The rest of the STLLR Gold management team is comprised of Salvatore Curcio, CA, CPA as CFO, John McBride, MSc., P.Geo, as VP Exploration, Dennis Wilson as VP Sustainability, and Allan Candelario, CFA as VP Investor Relations & Corporate Development. The STLLR Board will be led by Josef Vejvoda, as Non-Executive Chair and includes Keyvan Salehi, Morris Prychidny, Blair Zaritsky, Edie Hofmeister, Rodney A. Cooper and Krista Muhr. Jose Vizquerra, the President, CEO and Director of O3 Mining, remains as the Special Advisor to the STLLR Board.